U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

    [X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
                                   Act Of 1934

                        For Quarter Ended: June 30, 2005

                                       Or

     [ ] Transition Report pursuant to Section 13 or 15(D) of the Securities
                              Exchange Act Of 1934

                  Commission File Nos: 814-00633 And 000-28027
                  ---------------------------------------------

                            PACIFIC PEAK INVESTMENTS
                            -------------------------
             (Exact name of Registrant as specified in its charter)

              Nevada                                    90-0093439
    ------------------------                     ----------------------
    (State  of  Incorporation)                     (I.R.S.  Employer  I.D.)

              4020 Birch Street, Suite 103, Newport Beach, CA 92660
             ------------------------------------------------------
    (Address of principal executive offices and principal Place of business)

                                (949) 756 - 2067
                                ----------------
                         (Registrant's telephone number)

              Pacific Crest Investments  (formerly Bluetorch Inc.)
              ----------------------------------------------------
                                 (Former names)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the securities exchange act of 1934 during
the  preceding  12 months (or for such a period that the registrant was required
to  file  such reports) and (2) has been subject to such filing requirements for
the  past  90  days.  Yes  [x]  No  [  ]

As of August 10, 2005, the registrant had a total of 29,075,969 shares of common
stock issued  and  outstanding.

<TABLE>
<CAPTION>

TABLE OF CONTENTS
<S>         <C>                                                                                       <C>
PART  I     FINANCIAL  INFORMATION                                                                    PAGE

Item  1:    Condensed Financial Statements                                                             1-9
Item  2:    Management's Discussion and Analysis of Financial Condition and Results of Operations       10
Item  3:    Quantitative and Qualitative Disclosures About Market Risk                                  12
Item  4:    Controls and Procedures                                                                     13

PART  II    OTHER  INFORMATION

Item  1:    Legal Proceedings                                                                           13
Item  2:    Unregistered Sales of Equity Securities and Use of Proceeds                                 13
Item  3:    Defaults Upon Senior Securities                                                             13
Item  4:    Submission of Matters to a Vote of Security Holders                                         13
Item  5:    Other Information                                                                           14
Item  6:    Exhibits                                                                                    14
</TABLE>

                        PART  I  -  FINANCIAL  INFORMATION

ITEM  1:  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

PACIFIC PEAK  INVESTMENTS

CONDENSED BALANCE SHEETS
<S>                                          <C>                                      <C>
                                              June 30, 2005                            December 31, 2004
                                              --------------                           -----------------
                                                (Unaudited)
ASSETS

  Investments in portfolio companies           $  595,177                               $      377,478
  Cash                                              2,147                                       43,466
  Deferred financing costs                              -                                       28,125
  Deposits & prepaid expenses                      19,817                                       49,006
  Property & equipment, net                        17,356                                       25,720
                                              --------------                           -----------------
                                                $ 634,497                               $      523,795
                                              ==============                           =================

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

Liabilities
  Accounts payable & accrued expenses          $  427,900                               $      118,970
  Advances from related parties                    25,000                                            -
  Convertible debentures, net of discount            -                                           8,824
                                              --------------                           -----------------
          Total liabilities                       452,900                                      127,794
                                              --------------                           -----------------

Stockholders' equity
  Convertible preferred series A,
    $0.001 par value; 400,000 shares                     -                                           -
    authorized; 0 shares issued and
    outstanding
  Convertible preferred series B,
    $0.001 par value; 610,000 shares
    authorized; 132,500 and 190,000
    shares issued and outstanding                     133                                          190
    at June 30, 2005 & December 31, 2004,
    respectively
  Convertible preferred series C,
    $0.001 par value; 10,000,000 shares
    authorized; 0 and 10,000,000 shares issued
    and outstanding at June 30, 2005 &
    December 31, 2004, respectively                     -                                       10,000
  Common stock, $0.001 par value;
    950,000,000 shares authorized;
    17,275,969 and 185,896 shares issued
    and outstanding at June 30, 2005 and
    December 31, 2004, respectively                 17,276                                         186
  Common stock held in escrow                            -                                     (69,643)
  Common stock subscriptions receivable            (84,600)                                     (9,600)
  Additional paid in capital                     9,074,505                                   8,416,412
  Accumulated deficit                           (8,825,717)                                 (7,951,544)
                                              --------------                           -----------------
         Total stockholders' equity                181,597                                     396,001
                                              --------------                           -----------------
                                              $    634,497                              $      523,795
                                              ==============                           =================
<FN>
The accompanying notes form an integral part of these condensed financial statements.
</TABLE>
                                        1
<TABLE>
<CAPTION>
PACIFIC PEAK  INVESTMENTS

SCHEDULE OF INVESTMENTS IN PORTFOLIO COMPANIES
(Unaudited)

June 30, 2005

<S>                                   <C>                               <C>             <C>             <C>          <C>
                                          Description                   Percent                         Fair
Company                                   of Business                   Ownership           Cost        Value


Unboxed Distribution, Inc.            Extreme Sports Apparel              100%          $      -      $      -        (1)

Total Sports Distribution, Inc.       Extreme Sports Apparel              100%                 -             -        (1)
Island Tribe, Inc.                    Extreme Sports Apparel               51%           395,177       395,177        (1)

Titanium Design Studio, Inc.          Jewelry                               8%           200,000       200,000        (1)
                                                                                        --------      --------
Investments in portfolio companies                                                      $595,177      $595,177
                                                                                        ========      ========
<FN>
(1)  Fair  value  was  determined by the Company's board of directors - refer to
Note  2  for  further  explanation  of the Company's methods of determining fair
values.

The  accompanying  notes  form  an  integral  part  of  these condensed financial  statements.
</TABLE>

<TABLE>
<CAPTION>

PACIFIC PEAK INVESTMENTS

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

<S>                                        <C>                <C>                 <C>             <C>
                                           THREE MONTHS        THREE MONTHS         SIX MONTHS      SIX MONTHS
                                              ENDED               ENDED               ENDED            ENDED
                                          JUNE 30, 2005       JUNE 30, 2004       JUNE 30, 2005    JUNE 30,2004

                                          -------------       --------------      -------------  ------------
REVENUES                                  $           -       $            -         $        -    $        -
                                             ----------         ------------      -------------  ------------

EXPENSES

  General and administrative                   (354,718)            (230,630)          (567,673)     (502,094)

  Interest expense, including
    amortization of debt discounts                    -                    -           (306,500)            -
                                           ------------        -------------       -------------  ------------

  Total expenses                               (354,718)            (230,630)          (874,173)     (502,094)
                                            ------------        -------------      -------------  ------------
Net loss                                     $ (354,718)          $ (230,630)        $ (874,173)   $ (502,094)
                                            ============        =============       ============  ============

Basic and diluted - loss per share            $   (0.05)           $   (2.44)         $   (0.24)     $  (5.55)
                                            ============        =============       ============  ============

Weighted average common shares -
  basic and diluted                           7,174,618               94,522           3,702,633        90,438
                                           ============         =============        ============  ============
<FN>
The accompanying notes form an integral part of these condensed financial statements.
</TABLE>
                                        2
<TABLE>
<CAPTION>
                            PACIFIC PEAK INVESTMENTS

                       CONDENSED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 2005 and 2004
                                  (Unaudited)

<S>                                                                   <C>                        <C>
                                                                        2005                         2004
                                                                    ------------                 ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                            $ (874,173)                 $ (502,094)

  Adjustments to reconcile net loss to net cash used in
  operating activities:

     Depreciation and amortization expense                                 8,364                       2,450
     Amortization of deferred financing costs                             28,125                           -
     Amortization of beneficial conversion feature on
       convertible debentures                                            234,926                           -
     Penalties and interest related to conversion of
       preferred series B                                                      -                      50,000
     Legal and other expenses associated with stock issuance                   -                       5,345
     Gain on forgiveness of notes payable                                      -                     (14,000)


Changes in operating assets and liabilities:

     Deposits & prepaid expenses                                          29,189                      (5,557)
     Accounts payable & accrued expenses                                 308,930                     (19,973)
     Loans payable                                                             -                     (12,000)
                                                                     -----------                    ---------
        Net cash used in operating activities                           (264,639)                   (495,829)
                                                                      -----------                   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchases of fixed assets                                                 -                     (36,534)
     Acquisition of ownership interest in portfolio company             (200,000)                          -
     Payments advanced to portfolio companies                            (17,699)                   (601,649)
                                                                     ------------                  ----------
        Net cash used in investing activities                           (217,699)                   (638,183)
                                                                     ------------                  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Net proceeds from issuance of common stock                          275,000                   1,198,849
     Redemption of preferred series B                                          -                     (30,000)
     Proceeds from issuance of convertible debentures                     50,000                           -
     Advance from related party                                           25,000                           -
     Additional proceeds from sale of common stock in prior year          91,019                           -
                                                                     ------------                  ----------

        Net cash provided by financing activities                        441,019                   1,168,849
                                                                     ------------                  ----------

Net increase / (decrease) in cash                                        (41,319)                     34,837

Cash, beginning of period                                                 43,466                         517
                                                                      ------------                 ----------
Cash, end of period                                                  $     2,147                    $ 35,354
                                                                      ============                 ==========

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

    Conversion of preferred series B to common stock                  $       57                    $      -
                                                                      ==========                    ========
    Common stock issued upon conversion of convertible debentures     $  293,750                    $      -
                                                                      ==========                    ========
<FN>
The accompanying notes form an integral part of these condensed financial statements.
</TABLE>

                                        3

                        NOTES  TO  THE  FINANCIAL  STATEMENTS
                                   (unaudited)

(1)  DESCRIPTION  OF  BUSINESS

Organization  and  Business
---------------------------
Mercury Software, a Nevada corporation, was incorporated on January 29, 1997 and
its  name was changed to MedEx Corp. on June 24, 2002. Aussie Apparel Group Ltd.
("Aussie  Apparel"  or the "Company"), a Nevada corporation, was incorporated on
August  26,  2002.  In  October  2002,  MedEx Corp. issued an aggregate of 2,600
shares  (6,500,000  pre  reverse stock  split)  of  its  common  stock  to  the
shareholders  of  the  Company in connection with the merger of the Company with
MedEx  Corp.,  whose  name  was  then  changed  to "Aussie Apparel Group Ltd" on
October  21,  2002. Since the shareholders of the Company became the controlling
shareholders  of  MedEx Corp. after the exchange, the Company was treated as the
acquirer  for  accounting  purposes.  Accordingly,  the financial statements, as
presented  herein,  are  the  historical financial statements of the Company and
include the transactions of MedEx Corp. only from the date of acquisition, using
reverse  merger  accounting.

The  Company's  name  was  changed  to  Bluetorch  Inc. (hereinafter "Bluetorch"
or  the  "Company"),  effective  November  3,  2003.

On  June  19,  2003, the Company became a "Business Development Company" ("BDC")
pursuant  to  applicable  provisions  of the Investment Company Act of 1940 (the
"Investment  Company  Act").

On  March  12,  2005,  the  Company  and  one  of  its  wholly-owned  portfolio
investment  companies,  Unboxed  Distribution,  Inc., signed a Mutual Settlement
and  Release  Agreement  with  Gotcha  Brands  Inc., the Bluetorch licensor, and
this  agreement  requires  Unboxed  Distribution,  Inc.  to  cease  the  selling
and  marketing  of  Bluetorch  apparel.  In  keeping  with  this  agreement, the
Company  also  agreed  to  change  its  corporate  name  by  April  20,  2005.

Effective  April  18, 2005, the Company implemented a 2500-to-1 reverse split of
its  common  stock.  Immediately  following this reverse stock split, there were
218,500  issued  and  outstanding  common  shares  of  the  Company.

On  April  19,  2005  and  in  accordance  with  the above Mutual Settlement and
Release  Agreement,  the  Company  amended  its  articles  of  incorporation  to
implement  a  name change of the Company; effective April 25, 2005 the Company's
new  name became "Pacific Crest Investments" (hereinafter the "Company") and its
common  stock  began  trading  under  this  new name with a new exchange symbol.

Following  the  public  announcement  of  the  Company's  new  name, the Company
received  notice  that  another  corporation had a name similar to Pacific Crest
Investments.  In  the  interests of avoiding potentially prolonged and expensive
litigation,  the  Company  agreed  to  change  its  name  from  Pacific  Crest
Investments.  Effective  May  5,  2005,  the  Company's new name is Pacific Peak
Investments  (hereinafter  the  "Company").

On  March 22, 2005, the Company and one of its wholly-owned portfolio investment
companies,  Total  Sports  Distribution,  Inc.,  signed  a Mutual Settlement and
Release  Agreement with Collective Licensing International, LLC, the licensor of
the  Airwalk  apparel  brand,  and  this  agreement  requires  Total  Sports
Distribution,  Inc.  to  cease  the  selling  and  marketing of Airwalk apparel.

On  June  6,  2005,  the Company signed a Share Purchase Agreement with Titanium
Design  Studio, Inc. ("TDS"), a Nevada corporation, whereby the Company invested
$200,000  in  cash in exchange for 8% of the issued and outstanding common stock
of  TDS.

On  July  1, 2005, the Company and one of its wholly-owned  portfolio investment
companies,  Total  Sports  Distribution,  Inc.,  signed  a Mutual Settlement and
Release  Agreement  with  Krash  Distribution  Inc.,  the  licensor of  TSABrand
apparel,  and  this  agreement  requires  Total  Sports  Distribution,  Inc.  to
cease  the  selling  and  marketing  of  TSABrand  apparel.

On  July 8, 2005,  the  Company consummated the transactions contemplated by the
Share  Purchase  Agreement  (dated  June 28, 2005) with EON Beverage Group, Inc.
("EON")  and,  as a result, the Company has invested $400,000 in exchange for 9%
of  the  issued  and  outstanding  common  stock  of  EON.

Pursuant  to  Regulation  S-X  Rule  6,  the  Company  will  operate  on  a
non-consolidated  basis.  Operations of the portfolio companies will be reported
at  the  subsidiary  level  and  only  the  appreciation  or impairment of these
investments  in  portfolio companies will be included in the Company's financial
statements.

Condensed  Financial  Statements
--------------------------------
The  accompanying  condensed  financial  statements  have  been  prepared by the
Company  without  audit.  In  the  opinion of management, all adjustments (which
include  only  normal  recurring  adjustments)  necessary  to present fairly the
financial  position  as  of June 30, 2005 and the results of operations and cash
flows  for  all  periods  presented  have  been  made.

Certain  information  and  footnote  disclosures  normally included in financial
statements  prepared in accordance with accounting principles generally accepted
in  the United States of America have been condensed or omitted. It is suggested
that  these  condensed  financial  statements  be  read  in conjunction with the
financial  statements  and  notes thereto included in the Company's December 31,
2004  audited  financial  statements on Form 10-K. The results of operations for
the  interim  periods  presented are not necessarily indicative of the operating
results  for  the  full  years.

                                        4

Reclassifications
-----------------
Certain  reclassifications  have  been  made  to  the  prior  period  financial
statements to  conform  to  the  current  period  presentation.

Going  Concern
--------------
The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern, which contemplates, among other things, the
realization  of  assets  and satisfaction of liabilities in the normal course of
business.  As  of  June  30,  2005,  the  Company  has an accumulated deficit of
$8,825,717  and  had  net losses totaling $874,173 for the six months ended June
30,  2005.  Additionally,  as of June 30, 2005, the Company had negative working
capital  of $430,936. These factors, among others, raise substantial doubt about
the  Company's  ability  to  continue as a going concern. The Company intends to
fund  operations through debt and equity financing arrangements which management
believes  may  be insufficient to fund its capital expenditures, working capital
and  other  cash  requirements  for  the  fiscal  year ending December 31, 2005.
Therefore,  the Company will be required to seek additional funds to finance its
long-term  operations.  The  successful  outcome  of future activities cannot be
determined at this time and there is no assurance that, if achieved, the Company
will  have  sufficient  funds  to execute its intended business plan or generate
positive  operating  results.

Management  plans  to  take  the  following  steps  in response to these issues:

Revenue
-------
It  has  been  determined  that, as an investment company, the Company will only
invest  in/acquire  cash  flow  positive and profitable businesses or businesses
most  likely  to  generate  positive  cash flow in the foreseeable future. It is
intended  that  these  entities  will  have good growth potential as a result of
access  to  capital  and/or  additional  management  acumen.

As  part  of  this strategic process, the Company will look beyond action sports
apparel  for  acquisition  opportunities  so  as to include all consumer product
categories  that  have  the potential for a positive return on investment. It is
believed  that  this new direction will both reduce the risk for the Company and
its  shareholders  as  well  as  provide  the  best  opportunity  for  long-term
shareholder  value.

Regarding  two  of  the  Company's  portfolio  investment  companies,  Unboxed
Distribution, Inc. and Total Sports Distribution, Inc., it had become clear that
profitability  in  both  entities  was not possible in the near future. As noted
above,  the Company has signed Mutual Settlement and Release Agreements to cease
the  licensing  agreements  with  the  licensors  for the Airwalk, Bluetorch and
TSABrand  labels.  There  were  significant  future  guaranteed  royalty amounts
payable  by these portfolio investment companies in accordance with the existing
licensing  agreements and so it was in the best interests of the Company and the
portfolio  investment  companies  to  mitigate the substantial potential losses.
Accordingly,  it has been determined that it is not in the best interests of the
Company's  shareholders  to  continue the flow of capital to these two portfolio
investment  companies.

The  Company  will,  however,  continue to fund and invest in Island Tribe,
Inc.,  Titanium  Design Studio, Inc. and EON Beverage Group, Inc. (see Note
2).

Financing
---------
On  June  19,  2003,  an  Offering Circular was filed authorizing the Company to
raise  up to $3,000,000 via sale of its common stock. Through June 30, 2005, the
Company  has  raised  $2,267,057 against this limit. This sum includes both cash
proceeds  and  conversion  of  debt.

On June 24, 2004, another Offering Circular was filed authorizing the Company to
raise  up  to  $5,000,000  via  sale  of  its  common  stock.

On May 18, 2005, the Company signed a non-binding Term Sheet ("TS") with Interim
Capital  Corp.,  representing  certain  investors.  This TS summarized the basic
terms  and conditions for the sale of a total of 20,800,000 common shares of the
Company  for  a  total  of $1,040,000. As of June 30, 2005, the Company had sold
7,000,000 common shares of this total, resulting in cash received by the Company
of  $275,000, with the balance of $75,000 included in common stock subscriptions
receivable  in  the  accompanying  balance  sheet.

On  June  25,  2005,  the  Company  filed  a  new  Offering Circular to raise an
additional  $5,000,000  via  sale  of  its  common  stock.

                                        5

On July 8, 2005, the Company sold an additional 10,000,000 common shares related
to  this  TS,  resulting in additional cash received by the Company of $500,000.

On July 27, 2005, the Company sold an additional 1,080,000 common shares related
to  this  TS,  resulting  in additional cash received by the Company of $54,000.

On  August 8, 2005, the Company sold an additional 720,000 common shares related
to  this  TS,  resulting  in additional cash received by the Company of $36,000.

On July 5, 2005, in an additional transaction to the TS, the Company and Interim
Capital  Corp.,  an  agent for certain investors, signed a funding agreement for
the  sale  of  a total of 14,200,000 common shares of the Company for a total of
$994,000.  No  shares  have  been  sold  by  the Company as part of this funding
agreement.

Whereas the Company believes it will be successful with its plans, due to Market
factors  and  economic  conditions,  no  assurance  can be given that additional
financing  will  be  available  on  favorable  terms  or  at  all.

The  financial  statements  do  not  include  any  adjustments  related  to
recoverability  and  classification  of  the  carrying  amounts of assets or the
amounts  and  classification of liabilities that might result should the Company
be  unable  to  continue  as  a  going  concern.


(2)     INVESTMENTS

Island  Tribe,  Inc.
--------------------
As  noted  above,  the  Company  purchased  a 51% interest in Island Tribe, Inc.
("Island  Tribe"), a surf apparel company. The consideration for this investment
was  $372,000,  consisting  of  12,000  restricted common shares (30,000,000 pre
reverse  stock  split)  in  the  Company  being  issued  at a per-share price of
$0.0124.  The  effective  date  of this transaction was August 1, 2004. Over the
next  4  years,  this  purchase agreement provides for the Company to receive an
additional  24%  ownership  of  Island  Tribe.  The  Company is obligated to pay
certain  royalty  commissions  on  future  sales of Island Tribe product for the
duration  of the agreement, which commenced in 2004 and concludes in 2016. These
royalty  commissions range from 8% in 2004 to 2% in 2016 and only become due and
payable  each  year  when  annual  sales  of  $372,000  are  achieved.

Titanium  Design  Studio,  Inc.
-------------------------------
As  noted  above,  on June 6, 2005 the Company invested $200,000 to acquire a 8%
ownership  interest  in  Titanium  Design  Studio,  Inc.  ("TDS").

Valuation  of  Investments
--------------------------
As  required  by the SEC's Accounting Series Release ("ASR") 118, the investment
committee  of the Company is required to assign a fair value to all investments.
To  comply  with  Section  2(a) (41) of the Investment Company Act and Rule 2a-4
under the Investment Company Act, it is incumbent upon the board of directors to
satisfy  themselves  that  all  appropriate  factors  relevant  to  the value of
securities  for  which  market  quotations  are  not readily available have been
considered  and  to  determine  the method of arriving at the fair value of each
such security. To the extent considered necessary, the board may appoint persons
to  assist  them  in  the  determination  of  such  value and to make the actual
calculations  pursuant to the board's direction. The board must also, consistent
with  this responsibility, continuously review the appropriateness of the method
used in valuing each issue of security in the Company's portfolio. The directors
must  recognize  their  responsibilities  in this matter and, whenever technical
assistance  is requested from individuals who are not directors, the findings of
such individuals must be carefully reviewed by the directors in order to satisfy
themselves  that  the  resulting  valuations  are  fair.

No  single standard for determining "fair value in good faith" can be laid down,
since  fair  value  depends upon the circumstances of each individual case. As a
general  principle,  the  current  "fair  value" of an issue of securities being
valued  by  the  board of directors would appear to be the amount that the owner
might  reasonably  expect  to  receive for them upon their current sale. Methods
that  are in accord with this principle may, for example, be based on a multiple
of  earnings,  or a discount from market of a similar freely traded security, or
yield  to  maturity  with  respect to debt issues, or a combination of these and
other methods. Some of the general factors that the directors should consider in
determining  a  valuation  method for an individual issue of securities include:
1) the fundamental analytical data relating to the investment, 2) the nature and
duration  of restrictions on disposition of the securities, and 3) an evaluation
of the forces which influence the market in which these securities are purchased
and  sold.  Among the more specific factors which are to be considered are: type
of  security,  financial  statements, cost at date of purchase, size of holding,
discount  from market value of unrestricted securities of the same class at time
of  purchase,  special  reports  prepared  by  analysis,  information  as to any
transactions  or  offers  with  respect  to  the  security,  existence of merger
proposals  or tender offers affecting the securities, price and extent of public
trading  in  similar  securities of the issuer or comparable companies and other
relevant  matters.

                                        6

The  board  has  arrived  at the following valuation method for its investments.
Where  there  is not a readily available source for determining the market value
of  any  investment,  either because the investment is not publicly traded or is
thinly  traded,  and  in  the  absence  of  a recent appraisal, the value of the
investments shall  be  based  on  the  following  criteria:

1.   Total  amount  of the Company's actual investment ("AI"). This amount shall
     include  all  loans,  purchase  price  of  securities  and  fair  value  of
     securities  given  at  the  time  of  exchange.
2.   Total  revenues  for  the  preceding  twelve  months  ("R").
3.   Earnings  before  interest,  taxes  and  depreciation  ("EBITD")
4.   Estimate  of  likely  sale  price  of  investment  ("ESP")
5.   Net  assets  of  investment  ("NA")
6.   Likelihood  of  investment  generating  positive  returns  (going concern).

The  estimated  value  of  each  investment  shall  be  determined  as  follows:

-  Where no or limited revenues or earnings are present, then the value shall be
the  greater  of the investment's a) net assets, b) estimated sales price, or c)
total  amount  of  actual  investment.
-  Where  revenues  and/or  earnings  are  present,  then the value shall be the
greater of one-time (1x) revenues or three times (3x) earnings, plus the greater
of  the  net  assets  of  the  investment  or  the  total  amount  of the actual
investment.
-  Under  both  scenarios, the value of the investment shall be adjusted down if
there  is  a  reasonable expectation that the Company will not be able to recoup
the investment or if there is reasonable doubt about the investment's ability to
continue  as  a  going  concern.


Based  on  the previous methodology, the Company determined that its investments
in  its  portfolio  companies  should  be  valued at June 30, 2005  as  follows:

    -     Unboxed  Distribution,  Inc.  ("Unboxed")
          -----------------------------------------
          Unboxed  has  been  valued  at  $0  due  to  the Company's decision to
          discontinue  the flow of capital to this entity. The sales for Unboxed
          were  progressing  slowly  and  not fast enough to justify the minimum
          royalties  due  in  2005 ($130,000) and 2006 ($300,000). As previously
          noted,  on  March  12,  2005,  Unboxed  and  Bluetorch signed a Mutual
          Settlement  and  Release  Agreement with the licensor of the Bluetorch
          label.  The write down in the investment in Unboxed for the year ended
          December  31,  2004  totaled  $927,154.

    -     Total  Sports  Distribution,  Inc.  ("Total  Sports")
          -----------------------------------------------------
          Total  Sports  has been valued at $0, due to the Company's decision to
          discontinue the flow of capital to this entity. It had become apparent
          that  the anticipated revenue flow for 2005 was not progressing at the
          rate  the board of directors and management anticipated and would fall
          well  short  of expectations. As the board of directors and management
          looked  at  the Company's contractual royalty minimums for the Airwalk
          label  for  2005  and beyond, it became clear that the Company was not
          going to be able to meet the revenue objectives from which the royalty
          minimums  were  based.  These  minimums  were $920,000 in 2005 with an
          additional  $3,960,000  due  between  2006 and 2008. In addition, this
          situation  was  going  to  negatively  impact Total Sports' ability to
          market  and sell the TSABrand label. As previously noted, on March 22,
          2005,  Total  Sports  and  Bluetorch  signed  a  Mutual Settlement and
          Release  Agreement  with  the licensor of the Airwalk label. The write
          down in the investment in Total Sports for the year ended December 31,
          2004  totaled  $484,658.

    -     Island  Tribe,  Inc.  ("Island  Tribe")
          ---------------------------------------
          Island  Tribe has been valued at $395,177, being the purchase price of
          $372,000,  as  per the Stock Purchase Agreement dated August 20, 2004,
          plus  additional  cash  investments  by  the Company during the fourth
          quarter  of 2004 and the first half of 2005. The Company is continuing
          with  Island  Tribe  since it is not subject to any guaranteed minimum
          royalties,  unlike  Unboxed  and  Total  Sports.

          The fair value of $395,177 represents the Company's actual investment,
          in  accordance  with  the  valuation  methodology  described  above.


    -     Titanium  Design  Studio,  Inc.  ("TDS")
          ----------------------------------------
          Titanium  Design  Studio,  Inc. has been valued at $200,000, being the
          price  paid  by the Company on June 6, 2005 for a 8% ownership of TDS.

                                        7

          The fair value of $200,000 represents the Company's actual investment,
          in  accordance  with  the  valuation  model  described  above.


(3)     DEBT

As  of  December 31, 2004, the Company had convertible debentures of $8,824, net
of  discount  of  $234,926.  During  the  six  months  ended  June 30, 2005, the
debenture  holder  converted  these  debentures  into  common  stock.

The  convertible feature of the above convertible debentures provides for a rate
of conversion that is below market value. Such feature is normally characterized
as  a  "beneficial conversion feature" ("BCF"). Pursuant to Emerging Issues Task
Force  ("EITF")  Issue  No.  98-5,  "Accounting  For Convertible Securities with
Beneficial  Conversion Features or Contingently Adjustable Conversion Ratio" and
EITF Issue No. 00-27, "Application of EITF Issue No. 98-5 To Certain Convertible
Instruments,"  the  Company  has  estimated  the  fair  value  of such BCF to be
approximately $375,000 related to these debentures and recorded such amount as a
debt  discount.  Such  discount  is being amortized to interest expense over the
term  of  the  notes.  Amortization expense during the six months ended June 30,
2005  was  $306,500.


(4)  EQUITY

Common  Stock:
-------------

Effective  April  18, 2005, the Company implemented a 2500-to-1 reverse split of
its  common  stock.  Immediately  following this reverse stock split, there were
218,500  issued  and  outstanding  common  shares  of  the  Company.

During the three months ended June 30, 2005, the Company issued 7,000,000 shares
of common stock, all issued after the 2500-to-1 reverse stock split which became
effective  on  April  18,  2005,  resulting  in  cash received by the Company of
$275,000,  with  the  balance  of $75,000 included in common stock subscriptions
receivable.

On  March  17,  2005,  the Company issued a convertible debenture in a principal
amount of $50,000, convertible into 20,000 common shares (50,000,000 pre reverse
split).  During  the  three  months  ended  March 31, 2005, the debenture holder
converted  $30,000  of  the  debenture  into  12,000  shares  of  common  stock
(30,000,000 pre reverse split). During the three months ended June 30, 2005, the
debenture holder had converted the remaining $20,000 of the debenture into 8,000
common  shares  (20,000,000 pre reverse split), which were previously issued and
held  in  escrow.

On  May  18,  2005,  the  board of directors of the Company adopted a resolution
instructing the management of the Company to discuss, with the holders of shares
of  preferred  series  C stock ("Series CPS"), a recommendation of the Company's
board of directors that the holders of Series CPS agree to convert Series CPS to
restricted  common  shares,  which  would  be issued with the restrictive legend
under  Rule  144,  and  so  could  not  be sold for at least twelve (12) months.

The  purpose  of the above resolution was to provide the Company the opportunity
to secure capital financing to allow the Company to survive and move forward for
the  benefit  of  all  shareholders.

Further  to the subsequent discussions by Company management with the holders of
Series  CPS,  all  10,000,000  Series  CPS  were  converted to 10,000,000 common
shares,  the  substantial  majority  of  which  were  restricted  common shares.

Preferred  Stock:
-----------------
The Company is authorized to issue up to 50,000,000 shares of preferred stock at
$0.001  par  value.

Convertible  preferred series  A stock ("Series APS"), 400,000 shares originally
--------------------------------------------------------------------------------
authorized;  None  outstanding  at  June  30,  2005.
----------------------------------------------------

The  Series  APS  were issued in connection with an Asset Purchase Agreement and
were  cancelled  in  connection  with  the  rescission  of  the  transactions
contemplated  by  the  Asset  Purchase  Agreement  in  November  2003.

Convertible  preferred  series  B  stock  ("Series  BPS"),  610,000  shares
---------------------------------------------------------------------------
authorized;  132,500  issued  and  outstanding  at  June  30,  2005.
--------------------------------------------------------------------

                                        8

On  June  14,  2005,  holders of Series BPS converted 8,000 shares of Series BPS
into  57,469  common  shares.

The holders of the Series BPS are entitled to receive dividends on the number of
shares  of  Series BPS, which are converted into shares of Company common stock,
at  the  dividend  rate  of  6% of the conversion price for the number of shares
converted,  payable  in cash or in common stock. The dividend rate is based upon
the  ten  (10)  day average of the lowest closing bid price prior to the date of
conversion  ("Market  Price").

The  Series  BPS are convertible into common stock based upon a conversion price
equal to the number of shares being converted divided by 80% of the Market Price
described in the preceding paragraph. All shares of Series BPS outstanding three
(3) years from the date of issuance shall automatically be converted into common
stock  based  upon  the  foregoing  formula.

Series BPS have preferred treatment upon liquidation of the Company. The holders
of  Series  BPS are entitled, upon liquidation, dissolution or winding up of the
Company,  to receive 120% of the outstanding unconverted principal amount of the
Series  BPS before the holders of common shares and any other class or series of
preferred  stock.

Series  BPS  holders  are  entitled  to  one  vote  per  share  of  Series  BPS.

Series  BPS,  voting  together  as  a  class,  have  the  right to elect one (1)
director.

Convertible  preferred  series  C  stock  ("Series  CPS"),  10,000,000  shares
------------------------------------------------------------------------------
authorized;  None  outstanding  at  June  30,  2005.
----------------------------------------------------

As  noted  above,  during  the  three months ended June 30, 2005, all 10,000,000
Series  CPS were converted to 10,000,000 common shares, the substantial majority
of  which  were  restricted  common  shares.

The  holders  of  the  Series  CPS are not entitled to receive dividends and are
convertible into common stock of the Company in an amount equal to the number of
Series  CPS  being  converted.  In  connection with any reorganizations, merger,
consolidation  or sale of assets involving the Company, the number of Series CPS
shares  outstanding  and  the  number  of  shares of common stock into which the
Series  CPS  are  convertible  will  not  be  affected  by  any  such  capital
reorganization.

There  is  no  liquidation  preference  for  Series  CPS  holders.

Series  CPS,  voting  together  as  a  class,  have  the  right to elect two (2)
directors  but  have  no  other  voting  rights.

(5)  LOSS  PER  SHARE

Effective  April  18,  2005,  the  Company implemented a 2500-to-1 reverse stock
split for the Company's common stock. In accordance with Statements of Financial
Accounting  Standards  No.  128  Earnings  Per  Share, as amended, the per-share
computations  below  reflect such changes in the number of shares. The following
is  a reconciliation of the numerators and denominators of the basic and diluted
earnings per share computations for the three and six months ended June 30, 2005
and  2004:

<TABLE>
<CAPTION>
<S>                                                                                     <C>               <C>
                                                                                         SIX MONTHS       SIX MONTHS
                                                                                            ENDED            ENDED
                                                                                        JUNE 30, 2005     JUNE 30, 2004
                                                                                        -------------      ------------
Numerator for basic and diluted loss per share:
 Net loss                                                                                  $ (874,173)      $ (502,094)

Denominator for basic and diluted loss per share:
 Weighted average shares (assuming retroactive 2500-to-1 reverse stock split)               3,702,633           90,438
                                                                                            ---------           ------

Basic and diluted loss per share                                                            $   (0.24)       $   (5.55)
                                                                                            ==========       ==========

                                                                                        THREE MONTHS       THREE MONTHS
                                                                                            ENDED              ENDED
                                                                                        JUNE 30, 2005      JUNE 30, 2004
                                                                                        -------------       ------------
Numerator for basic and diluted loss per share:
 Net loss                                                                                  $ (354,718)      $ (230,630)

Denominator for basic and diluted loss per share:
 Weighted average shares (assuming retroactive 2500-to-1 reverse stock split)               7,174,618           94,522
                                                                                            ---------           ------

Basic and diluted loss per share                                                            $   (0.05)       $   (2.44)
                                                                                            ==========       ==========
</TABLE>

                                        9

(6)     COMMITMENTS  AND  CONTINGENCIES

General
-------
The  Company's  commitments and contingencies include the usual obligations of a
BDC  in  the  normal  course  of  business.  In the opinion of management, these
matters  are  not  expected  to  have a material adverse effect on the Company's
financial  position  and results of operations. In addition, whereas the Company
may  be  indirectly  impacted  by claims and other obligations that arise at its
portfolio  companies,  management  is  not  aware  of  any  such  claims.

Regulatory  Compliance
----------------------
As a BDC, the Company operates in a highly regulated environment and must comply
with the requirements of the 1940 Act. The Company endeavors to be in compliance
with  the  requirements  of  the  Act  as  part  of  its investment strategy and
oversight  functions. Whereas compliance with such laws and regulations requires
interpretation,  the Company believes it is in compliance with such requirements
at  June  30,  2005.  However, no assurances can be given that such requirements
will not change or that differing interpretations could result in non-compliance
or  that  such  matters,  if  they arise, will be insignificant to the Company's
financial  position  or  results  of  operations.


(7)  SUBSEQUENT  EVENTS

TSABrand  Apparel  (Total  Sports  Distribution,  Inc.)
-------------------------------------------------------
On  July  1, 2005, the Company and one of its wholly-owned  portfolio investment
companies,  Total  Sports  Distribution,  Inc.,  signed  a Mutual Settlement and
Release  Agreement  with  Krash  Distribution  Inc.,  the  licensor  of TSABrand
apparel,  and  this  agreement  requires  Total  Sports  Distribution,  Inc.  to
cease  the  selling  and  marketing  of  TSABrand  apparel.

Financing
---------
On  July 5, 2005, in an additional transaction to the Term Sheet detailed above,
the  Company and Interim Capital Corp., an agent for certain investors, signed a
funding  agreement  for  the  sale of a total of 14,200,000 common shares of the
Company  for  a total of $994,000. As of the date of this report, no shares have
been  sold  by  the  Company  as  part  of  this  funding  agreement.

On  July  8,  2005, as part of the Term Sheet ("TS") detailed above, the Company
sold  an  additional  10,000,000  common shares related to this TS, resulting in
additional  cash  received  by  the  Company  of  $500,000.

On  July  27,  2005,  as  part  of  the  TS  detailed above, the Company sold an
additional  1,080,000  common shares related to this TS, resulting in additional
cash  received  by  the  Company  of  $54,000.

On  August  9  ,  2005,  as  part  of the TS detailed above, the Company sold an
additional  720,000  common  shares  related to this TS, resulting in additional
cash  received  by  the  Company  of  $36,000.

EON  Beverage  Group,  Inc.  ("EON")
------------------------------------
On  July 8, 2005,  the  Company consummated the transactions contemplated by the
Share  Purchase  Agreement  (dated June 28, 2005) with EON and, as a result, the
Company  has  invested $400,000 in exchange for 9% of the issued and outstanding
common  stock  of  EON.


ITEM  2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

This  information  statement  contains  forward-looking  statements.  For  this
purpose,  any  statements contained herein that are not statements of historical
fact  may be deemed to be forward-looking statements. These statements relate to
future  events  or  the  Company's  future financial performance. In some cases,
you  can  identify  forward-looking  statements  by  terminology  such as "may",
"will",  "should",  "expects",  "plans", "anticipates", "believes", "estimates",
"predicts",  "potential",  "continue"  or  the  negative  of such terms or other
comparable  terminology. These statements are only predictions. Actual events or
results  may  differ  materially. There are a number of factors that could cause
our  actual  results  to  differ  materially  from  those  indicated  by  such
forward-looking  statements.

Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for  the  accuracy  and  completeness of such forward-looking statements. We are
under  no duty to update any of the forward-looking statements after the date of
this  information  statement  to  conform  such  statements  to  actual results.
Management's  discussion  and  analysis  should be read in conjunction with  the
Company's  financial  statements  and  the  notes  herein.

                                       10

Critical  Accounting  Policies  and  Estimates
----------------------------------------------
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations section discusses the Company's financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets  and liabilities at the date of the financial statements and the reported
amounts  of  revenues  and expenses during the reporting periods. On an on-going
basis,  management  will  evaluate  its estimates and judgments, including those
related to revenue recognition, valuation of investments in portfolio companies,
accrued expenses, financing operations, contingencies and litigation. Management
will  base  its  estimates and judgments on historical experience and on various
other  factors  that  are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets  and liabilities that are not readily apparent from other sources. Actual
results  may  differ  from  these  estimates  under  different  assumptions  or
conditions.  The  most  significant  accounting  estimates  inherent  in  the
preparation  of our financial statements include estimates as to the appropriate
carrying  value of certain assets and liabilities which are not readily apparent
from  other sources, such as the investments in portfolio companies and deferred
tax  asset  valuation.  These  accounting  policies  are  described  at relevant
sections  in  this  discussion  and  analysis  and  in  the  "Notes to Financial
Statements" included in our Annual Report on Form 10-K for the fiscal year ended
December  31,  2004.

Results  of  Operations
-----------------------
For  the  six  months ended June 30, 2005, the Company has incurred an operating
loss  of  $874,173. The loss consists primarily of interest related to financing
activities  of  $306,500, salaries and wages of $112,091 and consulting fees for
investment  banking,  investor  relations,  due diligence and legal of $253,935.

The  loss  for  the  six  months  ended  June  30,  2004 was $502,094. The major
differences  between  the  results  of  operations for the six months ended June
30,  2005  and 2004 are higher interest costs related to financing activities in
2005, write-off of advances to portfolio companies in 2004 and the increased due
diligence  and legal costs associated with investments in portfolio companies in
2005.

For  the three months ended June 30, 2005, the Company has incurred an operating
loss  of  $354,718.  The  loss  consists  primarily  of salaries  and  wages  of
$69,873  and  consulting fees for investment  banking,  investor  relations, due
diligence  and  legal  of  $180,494.

The  loss  for  the  three  months  ended  June 30, 2004 was $230,630. The major
difference  between  the  results of operations for the three months ended March
31,  2005  and  2004  is  the  due  diligence  and  legal  costs associated with
investments  in  portfolio  companies  in  2005.

Liquidity  and  Capital  Resources
----------------------------------
We  had  cash  totaling  $2,147  as of June 30, 2005. Our other assets primarily
consist  of investments in portfolio companies of $595,177. Total assets at June
30,  2005  were  $634,497. At June 30, 2005 our total liabilities were $452,900,
which  were  represented  primarily  by $427,900 of accounts payable and accrued
expenses.

As  of  June  30,  2005, the Company had no revenues and incurred an accumulated
deficit  totaling  $8,825,717  for  the  period from August 26, 2002 (inception)
through  June  30,  2005.  Additionally,  as  of  June 30, 2005, the Company had
negative  working  capital  of  $430,936.  These  factors,  among  others, raise
substantial  doubt  about  the Company's ability to continue as a going concern.
The  Company  intends  to  fund  operations  through  debt  and equity financing
arrangements  which  management believes may be insufficient to fund its capital
expenditures,  working  capital  and other cash requirements for the fiscal year
ending  December  31,  2005.  Therefore,  the  Company  will be required to seek
additional  funds to finance its long-term operations. The successful outcome of
future  activities  cannot  be determined at this time and there is no assurance
that,  if  achieved,  the  Company  will  have  sufficient  funds to execute its
intended  business  plan  or  generate  positive  operating  results.

Our  Plan  of  Operation  for  the  Next  Twelve  Months
--------------------------------------------------------
As  stated above, it has been determined that, as an investment company, we will
only  invest  in/acquire  cash  flow  positive  and  profitable  businesses  or
businesses  most  likely  to  generate  positive  cash  flows in the foreseeable
future.  These entities will have good growth potential as a result of access to
capital  and/or  additional  management  acumen.

As  part  of  this strategic process, the Company will look beyond action sports
apparel  for  acquisition  opportunities  so  as to include all consumer product
categories  that  have  the  potential  for a positive return on investment. The
board  of  directors  and  management  believe that this new direction will both
reduce the risk for the Company and its shareholders as well as provide the best
opportunity  for  long-term  shareholder  value.

                                       11

Regarding  two  of  the  Company's  portfolio  investment  companies,  Unboxed
Distribution,  Inc.  and Total  Sports Distribution,  Inc.,  it  is  clear  that
profitability  in  both  entities  is  not possible in the near future. As noted
above,  it  has  been  determined  that  it  is not in the best interests of the
Company's  shareholders  to  continue  the  flow  of  capital  to  these  two
portfolio  investment  companies  and these investments were written-off  as  of
December  31,  2004.

The  Company  will,  however, continue to fund and invest in Island Tribe, Inc.,
Titanium  Design  Studio,  Inc.  and  EON  Beverage  Group,  Inc.

Off  Balance  Sheet  Arrangements
---------------------------------
None.


Contractual  Obligations
------------------------
None.


ITEM  3:  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company's  business activities contain elements of risk. Company management
considers  the  principal  types  of  risk  to  be  valuations of investments in
portfolio  companies  and  fluctuations  in  interest  rates.  We  consider  the
management  of  risk essential to conducting our business. Accordingly, our risk
management  systems  and  procedures  are  designed  to identify and analyze our
risks,  to  set appropriate policies and limits and to continually monitor these
risks and limits by means of reliable administrative and information systems and
other  policies  and  programs.

As  a  BDC,  we  plan  to  invest in liquid securities including debt and equity
securities of primarily private companies. Our investments are generally subject
to  restrictions on resale and generally have no established trading market. Our
policy  is to value our investments at fair value. There is no  single  standard
for  determining  fair  value  in  good  faith.  As  a result, determining  fair
value requires that judgment be applied to the specific facts and  circumstances
of  each  portfolio investment while employing a consistently applied  valuation
process  for  each  type  of  investment.

The  board  of  directors  determine  fair  value  to be the amount for which an
investment could be exchanged in an orderly disposition over a reasonable period
of  time between willing parties other than in a forced or liquidation sale. The
Company's  valuation  policy  considers the fact that no ready market exists for
substantially  all of the securities in which the Company invests. The Company's
valuation  policy  is intended to provide a consistent basis for determining the
fair  value of the portfolio. The Company will record unrealized depreciation on
investments  when  the  Company  believes that an equity security is doubtful or
when  the enterprise value of the company does not currently support the cost of
the  Company's  debt  or  equity investment. Conversely, the Company will record
unrealized  appreciation  if it determines that the underlying portfolio company
has  appreciated in value and, therefore, the Company's equity security has also
appreciated  in  value.  The  values of any investments in public securities are
determined  using  quoted  market  prices discounted for restrictions on resale.
Without  a  readily  ascertainable  market  value  and  because  of the inherent
uncertainty  of  valuation,  the  fair value of the Company's investments in its
portfolio  companies,  determined  in  good faith by the board of directors, may
differ  significantly  from  the  values  that  would have been used had a ready
market  existed  for  the  investments  and  the  differences could be material.

In addition, the illiquidity of the Company's existing investments may adversely
affect its ability to dispose of debt and equity securities at times when it may
be  otherwise  advantageous  for  the  Company to liquidate such investments. In
addition,  if the Company was forced to immediately liquidate some or all of the
investments  in the portfolio companies, the proceeds of such liquidation may be
significantly  less  than  the  current  value  of  such  investments.

Because  the  Company  may  borrow  money to make investments, the Company's net
investment  income  before  net  realized and unrealized gains or losses, or net
investment  income,  is dependent upon the difference between the rates at which
the Company borrows funds and the rate at which the Company invests these funds.
As  a  result,  there  can  be  no assurance that a significant change in market
interest  rates  will  not  have  a material adverse effect on the Company's net
investment  income.  In  periods of rising interest rates, the Company's cost of
funds  would  increase,  which would reduce the Company's net investment income.
The  Company  may  use  a combination of long-term and short-term borrowings and
equity  capital  to  finance  its  investing  activities.

                                       12

ITEM  4:  CONTROLS  AND  PROCEDURES

Evaluation  of  Controls  and  Procedures
-----------------------------------------
The  Company's  board of directors and management, including the Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures,
as  defined  in Rule 13(a)-15(e) and 15(d)-15(e) of the Exchange Act. Based upon
that  evaluation, the Company's board of directors and management, including the
CEO  and  CFO,  concluded  that,  as  of June 30, 2005, the Company's disclosure
controls  and procedures were effective in alerting management on a timely basis
to  material  Company  information  that would be required to be included in our
periodic  filings  with  the  SEC.

Based on their most recent evaluation as of the Evaluation Date, the CEO and the
CFO  have  also  concluded  that  the  other  controls  and procedures, that are
designed  to  ensure  that  information required to be disclosed in our periodic
filings  with  the  SEC,  are  adequate.

Changes  in  Internal  Control
------------------------------
There  were  no significant changes made in the Company's internal controls over
financial  reporting,  during  the  three  months ended June 30, 2005, that have
materially  affected,  or  are  reasonably  likely  to  materially affect, these
internal  controls.  Thus,  no  corrective  actions,  with regard to significant
deficiencies  or  material  weaknesses,  were  necessary.




PART  II  -  OTHER  INFORMATION

ITEM  1:  LEGAL  PROCEEDINGS

None.


ITEM  2:  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

During  the  six  months ended June 30, 2005, the Company issued an aggregate Of
7,047,857  shares  of  common stock, assuming the retroactive application of the
2500-to-1  reverse  stock  split  that  was  effective  on  April  18,  2005.

During  the  quarter  ended  June  30,  2005, the Company issued an aggregate of
7,000,000  shares  (post  reverse  split)  of  its  common  stock.


ITEM  3:  DEFAULTS  UPON  SENIOR  SECURITIES

None.


ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Vote  of  Shareholders  - April 19, 2005:
-----------------------------------------
A  majority  of  shareholders,  who  collectively  owned greater than 50% of the
outstanding  common  stock  of  the  Company  as  of  April  19,  2005,  adopted
resolutions  by  written consent changing the name of the Company from Bluetorch
Inc.  to Pacific Crest Investments and re-stating that the authorized capital of
the  Company  is  one  billion (1,000,000,000) shares, of which nine hundred and
fifty  million (950,000,000) shares shall be designated common stock, with a par
value  of  $0.001  per  share,  and  fifty  million (50,000,000) shares shall be
designated  preferred  stock,  with  a  par  value  of  $0.001  per  share.

The  total  number  of issued and outstanding common shares of the Company as of
April  19,  2005  was  450,400  and  the  number  of  common  shares held by the
shareholders executing this written consent was 246,904, which constituted 54.8%
of  the  total  issued  and  outstanding  common  shares  of  the  Company.

Vote of Shareholders - May 4, 2005:
-----------------------------------
A  majority  of  shareholders,  who  collectively  owned greater than 50% of the
outstanding  common stock of the Company as of May 4, 2005, adopted a resolution
by  written  consent  changing  the  name  of  the  Company  from  Pacific Crest
Investments  to  Pacific  Peak  Investments.

The  total  number  of issued and outstanding common shares of the Company as of
May 4, 2005 was 472,900 and the number of common shares held by the shareholders
executing this written consent was 246,904, which constituted 52.2% of the total
issued  and  outstanding  common  shares  of  the  Company.

Vote of Shareholders - May 16, 2005:
------------------------------------
A  majority  of  shareholders,  who  collectively  owned greater than 50% of the
outstanding common stock of the Company as of May 16, 2005, adopted a resolution
by  written  consent authorizing the Company to issue shares of its common stock
at  a  price  that  is  below  its  net  asset  value.

The  total  number  of issued and outstanding common shares of the Company as of
May  16,  2005  was  495,400  and  the  number  of  common  shares  held  by the
shareholders executing this written consent was 262,254 which constituted 52.9 %
of  the  total  issued  and  outstanding  common  shares  of  the  Company.

                                       13

ITEM  5:  OTHER  INFORMATION

None.


ITEM  6:  EXHIBITS

None.


SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

PACIFIC  PEAK   INVESTMENTS


      August  10,  2005                 By:  /s/  Bruce  MacGregor
                                             -------------------------------
                                             Bruce  MacGregor,  President

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